R2026-200 Resolution Authorizing a Sponsored Service Agreement with the Board of Trustees of the University of Illinois to Assess Sustainable Yield of the Mahomet Aquifer at the Decatur Wellfields

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UNIVERSITY PROVIDES ALL SERVICES AND DELIVERABLES AS-IS, WITHOUT WARRANTIES OF ANY KIND. UNIVERSITY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR USE, MERCHANTABILITY,AND NON-INFRINGEMENT OF THIRD-PARTY PROPERTY RIGHTS. UNIVERSITY IS NOT LIABLE TO COMPANY FOR COMPANY'S USE OF THE SERVICES OR DELIVERABLES. UNIVERSITY WILL NOT INDEMNIFY COMPANY AGAINST,AND IS NOT LIABLE FOR,ANY THIRD-PARTY CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR DELIVERABLES, OR COMPANY'S USE OF THE SERVICES OR DELIVERABLES. Article 10: General Provisions 10.1 Force Majeure. Each party will be excused from performance of the Agreement only to the extent that performance is prevented by conditions beyond the reasonable control of the affected party.The party claiming excuse for delayed performance will promptly notify the other party and will resume its performance as soon as performance is possible. 10.2 Relationship of the Parties.The parties are independent contractors with respect to each other. This Agreement does not create an agency, employment, partnership, or joint venture relationship between the parties. 10.3 Use of Name. The parties agree that each party may use factual information regarding the existence and purpose of the relationship that is the subject of this Agreement for legitimate business purposes,to satisfy any reporting and funding obligations,or as required by applicable law or regulation without written permission from the other party. In any such statement,the relationship of the parties shall be accurately and appropriately described. A party shall not use the name of the other party in any form of advertising or publicity without the express written permission of the other party. COMPANY shall seek permission from UNIVERSITY by submitting the proposed use,well in advance of any deadline, to the Associate Chancellor, Office of Strategic Communications and Marketing, University of Illinois; Email stratcom@illinois.edu. 10.4 Severability. If any provision of this Agreement is held unenforceable,the provision shall be severed and the remainder of this Agreement will continue in full force and effect. 10.5 Merger. This Agreement with all attachments constitutes the entire understanding of the parties concerning the subject matter of this Agreement and supersedes all previous or contemporaneous communications,either verbal or written, between the parties and relating to the same. Purchase orders issued after this Agreement do not amend or supplement the terms of this Agreement but are issued as a payment mechanism only. 10.6 Assignment. Neither party may assign this Agreement, in whole or in part,without the prior written approval of the other party. 10.7 Amendments. No modification of this Agreement shall be effective unless made by a written amendment signed by each party's authorized signatory. 10.8 Governing Law and Jurisdiction.This Agreement is governed by and construed in accordance with the laws of the State of Illinois, U.S.A.,without reference to its conflict of laws provisions. Any claim against UNIVERSITY shall be made in the Illinois Court of Claims.Any dispute arising out of or related to this Agreement shall be litigated in state court located within the State of Illinois. COMPANY: (i) consents Page sof6 SPA Form